-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M87/n8odt86uaqt2zrmGHWRyBxMJHIfcL+ZO3VYIwJ8vx53T+YRfvNeZwUu/hTnt Z2MPSQmAVOJsL+6a4JpZEQ== 0001144204-09-059388.txt : 20091116 0001144204-09-059388.hdr.sgml : 20091116 20091116103120 ACCESSION NUMBER: 0001144204-09-059388 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INOLIFE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001297965 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 300299889 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50863 FILM NUMBER: 091184257 BUSINESS ADDRESS: STREET 1: 8601 SIX FORKS ROAD STREET 2: SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: 919-676-5334 MAIL ADDRESS: STREET 1: 8601 SIX FORKS ROAD STREET 2: SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: Nexxnow, Inc. DATE OF NAME CHANGE: 20080627 FORMER COMPANY: FORMER CONFORMED NAME: Centale, Inc. DATE OF NAME CHANGE: 20040721 10-Q 1 v166430_10q.htm

U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 0-50863

INOLIFE TECHNOLOGIES INC.

(Name of Registrant in its Charter)

NEXXNOW INC.

(former Name of Registrant)

NEW YORK
 
30-0299889
(State or Other Jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

6040-A 135 SIX FORKS ROAD, RALEIGH, NC 27609

 (Address of Principal Executive Offices)

Issuer's Telephone Number: 919-604-4887

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer   ¨
Small reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: November 12, 2009 Common Voting Stock: 63,419,448 shares.

 
 

 

TABLE OF CONTENTS

   
Page
PART I - FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements.
  2
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
  9
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
11
     
Item 4.
Controls and Procedures.
11
     
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings.
12
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
12
     
Item 3.
Defaults Upon Senior Securities.
12
     
Item 4.
Submission of Matters to a Vote of Security Holders.
12
     
Item 5.
Other Information.
12
     
Item 6.  
Exhibits.
12

 
 

 

PART I. FINANCIAL INFORMATION

Item 1.                Financial Statements

INOLIFE TECHNOLOGIES INC. (FORMERLY NEXXNOW, INC.) AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED BALANCE SHEETS

   
09/30/09
   
03/31/09
 
   
(Unaudited)
       
ASSETS
           
Current Assets
           
Cash and Cash Equivalents
  $ 23     $ 15,119  
TOTAL ASSETS
  $ 23     $ 15,119  
LIABILITIES & STOCKERHOLDERS' EQUITY (DEFICIT)
               
Current Liabilities
               
Accounts Payable
  $ 71,358     $ 91,599  
Accrued Expenses
    -       1,250  
Loans Payable
    25,000       70,758  
L/P -Stockholders
    141,501       99,301  
Payroll Tax Liabilities
    14,211       14,211  
Total Current Liabilities
    252,070       277,119  
Total Liabilities
    252,070       277,119  
Stockholders' Equity (Deficit)
               
Common Stock:  $.01 Par, 250,000,000 Authorized
               
49,419,448 and 49,419,448 Shares Issued
               
and Outstanding as of September 30, 2009 and
               
March 31, 2009 Respectively
     494,194        494,194  
Additional Paid In Capital
    10,887,007       10,887,007  
Accumulated Deficit
    (11,633,248 )     (11,643,201 )
Total Stockholders' Equity (Deficit)
    (252,047 )     (262,000 )
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
  $ 23     $ 15,119  

The accompanying notes are an integral part of these financial statements.

 
2

 

INOLIFE TECHNOLOGIES, INC. (FORMERLY NEXXNOW, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2009 and 2008

   
September 30, 2009
   
September 30, 2008
 
   
(Unaudited)
   
(Unaudited)
 
REVENUES
  $ -     $ -  
                 
EXPENSES
               
Advertising
    -       506  
Amortization
    -       13,998  
Consulting Services
    2,000       157,536  
Insurance Expense
    -       400  
Interest Expense
    -       3,540  
Loan Fees
    -       25,500  
Miscellaneous
    -       5,773  
Office Expense
    -       5,781  
Professional Services
    12,500       62,675  
Rent
    -       2,400  
Travel Expense
    -       2,205  
Total Expense
    14,500       280,314  
Loss from Operations
    (14,500 )     (280,314 )
Other Income / (Expense)
               
Other Income / (Expense)
    -       30,000  
NET INCOME (LOSS)
  $ (14,500 )   $ (250,314 )
                 
PROFIT PER SHARE:
               
Basic
  $ (0.0003 )   $ (0.02 )
                 
Fully Diluted
  $ (0.0003 )   $ (0.02 )
                 
WEIGHTED ADVERAGE COMMON SHARES OUTSTANDING:
               
Basic
    49,419,448       13,522,325  
                 
Fully Diluted
    49,419,448       13,522,325  

The accompanying notes are an integral part of these financial statements.

 
3

 

INOLIFE TECHNOLOGIES, INC. (FORMERLY NEXXNOW, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2009 and 2008
 
   
September 30, 2009
   
September 30, 2008
 
   
(Unaudited)
   
(Unaudited)
 
REVENUES
  $ -     $ -  
                 
EXPENSES
               
Advertising
    3,152       5,005  
Amortization
    -       27,996  
Consulting Services
    8,950       371,160  
Insurance Expense
    2,195       1,075  
Interest Expense
    2,700       20,834  
Loan Fees
    -       140,500  
Miscellaneous
    -       5,773  
Office Expense
    204       12,898  
Professional Services
    18,109       77,924  
Rent
    -       14,400  
Travel Expense
    1,747       19,638  
Total Expense
    37,057       697,203  
Loss from Operations
    (37,057 )     (697,203 )
Other Income / (Expense)
               
Other Income / (Expense)
    47,010       30,000  
NET INCOME (LOSS)
  $ 9,953     $ (667,203 )
                 
PROFIT PER SHARE:
               
Basic
  $ 0.0002     $ (0.06 )
                 
Fully Diluted
  $ 0.0002     $ (0.06 )
                 
WEIGHTED ADVERAGE COMMON SHARES OUTSTANDING:
               
Basic
    49,419,448       10,623,545  
                 
Fully Diluted
    49,419,448       10,623,545  

The accompanying notes are an integral part of these financial statements.

 
4

 

INOLIFE TECHNOLOGIES, INC. (FORMERLY NEXXNOW, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2009 and 2008

 
   
September 30, 2009
   
September 30,
2008
 
   
(Unaudited)
   
(Unaudited)
 
CHANGES IN ASSETS AND LIABILITIES
           
Net Income (Loss)
  $ 9,953     $ (667,203 )
                 
NON-CASH ADJUSTMENTS
               
Amortization
    -       27,996  
Common Stock issued in exchange for services
    -       335,300  
Common Stock issued in exchange for loan fee
    -       115,500  
Debt Forgiveness
    (45,758 )     (30,000 )
                 
Cash Flows from Operating Activities
               
Accounts Payable
  $ (20,241 )     38,451  
Accrued Expenses
    (1,250 )     103,919  
Net cash provided by Operating Activities
    (57,296 )     (76,037 )
                 
Cash Flows from Financing Activities
               
Proceeds of Loans to Stockholders
    42,200       172,625  
Repayment of Loan Payable
    -       (121,779 )
Proceeds from Issuance of Common Stock
    -       25,000  
Net cash provided by Financing Activities
    42,200       75,846  
                 
NET CHANGE IN CASH AND CASH EQUIVALENTS
    (15,096 )     (191 )
CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD
    15,119       166  
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 23     $ (25 )
                 
Income Taxes and Interest Paid
  $ -     $ -  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
               
AND FINANCING ACTIVITIES
               
Common Stock issued in Satisfaction of Notes Payable
  $ -     $ 508,495  
                 
Common Stock Issued In Exchange for Investment in Sub
  $ -     $ 430,100  

The accompanying notes are an integral part of these financial statements.

 
5

 

NOTE A - THE COMPANY

History

InoLife Technology, Inc. formerly NexxNow, Inc., (“The Company”) was incorporated under the laws of the State of New York on November 12, 1998 as Safe Harbour Health Care Properties, Ltd.  In July 2004, the Company changed its name to Centale, Inc.  The Company was engaged in the business of leasing real estate to health care facilities.  During 1999, the Company ceased its operations and commenced actions to voluntarily seek protection from creditors under the bankruptcy code.  During 2003, the Company distributed its assets to the creditors in satisfaction of its outstanding liabilities.  The bankruptcy was subsequently dismissed.  The Company remained dormant until 2004, when one of the Company's shareholders purchased a controlling interest.  In February 2004, the Company began its development stage as an internet based marketing company. The development stage ended during the fiscal year ended March 31, 2006.  The Company, as of December 2007 discontinued its internet marketing due to difficulties with service providers and subsequent cancellations by customers.

In 2008, the Company changed its name to NexxNow, Inc.

In August 2009, Gary Berthold purchased 35,013,540 shares of InoLife Technologies, Inc. (Formerly NexxNow) common stock from Kenneth Keller, representing a majority of the outstanding shares.  In connection with the purchase, all of the directors and officers of the Company resigned from their positions, after first appointing Mr. Berthold to serve as sole director and sole officer.  Mr. Berthold then re-appointed Sterling Shepperd to serve as Chief Financial Officer.

Effective September 17, 2009, the Board of Directors of the Company authorized the execution of a share exchange agreement (the “Share Exchange Agreement”) with Inovet, Ltd., a Delaware corporation (“InoVet”) and the shareholders of InoVet (the “InoVet Shareholders”). In accordance with the terms and provisions of the Share Exchange Agreement, the Company agreed to: (i) acquire all of the issued and outstanding shares of common stock of InoVet from the InoVet Shareholders; and (ii) issue an aggregate of 10,000,000 shares of its restricted common stock to the InoVet Shareholders.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting

The consolidated financial statements of InoLife Technologies, Inc. (Formerly NexxNow, Inc.) (The "Company" included herein) have been prepared by the Company pursuant to the rules and regulations of the Security Exchange Commission (the "SEC").  The consolidated financial statements include the accounts of InoVet, Ltd.  The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

 
6

 

The accompanying consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company as of and for the six months ended September 30, 2009.  Factors that affect the comparability of financial data from year to year include nonrecurring expenses associated with the Company's registration with the SEC, costs incurred to raise capital and stock awards.

Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposits and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740 (Prior Authoritative Literature: Financial Accounting Standards Board Statement of Financial Accounting Standards (“SFAS”) No. 109), “Accounting For Income Taxes” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities.  This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in the income tax rates upon enactment.  Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards.  Deferred income tax expense represents the change in net deferred assets and liability balances.  The Company had no material deferred tax assets or liabilities for the period presented.  Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future benefits to be derived from net operating losses and tax credit carry forwards.  The Company has had significant operating losses and a valuation allowance is recorded for the entire amount of the deferred tax assets.

Earnings Per Share

Earnings (loss) per common share is computed in accordance with FASB ASC 260 (Prior Authoritative Literature: Financial Accounting Standards Board Statement of Financial Accounting Standards (“SFAS”) No. 128) "Earnings by Share" by dividing income available to common stockholders by weighted average number of common shares outstanding for each period.

 
7

 

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period.  Actual results can differ from those estimates.

Revenue Recognition

The Company currently has no revenue.

NOTE C - GOING CONCERN

The Company's consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has reported net losses and an accumulated deficit totaling $11,633,248 for the period from date of inception (November 12, 1998) through September 30, 2009.

The Company's continued existence is dependent upon its ability to raise capital or to successfully market and sell its products.  The Company plans to raise working capital through equity offerings and future profitable operations.  The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE D – SUBSEQUENT EVENTS

Effective September 17, 2009 InoLife Technologies, Inc. (Formerly NexxNow) authorized the execution of a tax free exchange of assets for stock agreement (the “Asset Agreement”) with My Complete Care.  In accordance with the terms and provisions of the Asset Agreement the Company shall acquire all of My Complete Care’s right, title and interest in and to certain assets free and clear of all liens. The Company shall pay a purchase price consisting of the issuance of 2,000,000 shares of its restricted common stock to My Complete Care shareholders. However, this transaction was never consummated because the decision to terminate the contract with My Complete Care was due to non performance by New York Consulting Group, LLC, per the agreement executed September 9, 2009 and as such was reported in the 8-k filed on September 17, 2009. Therefore, the accounts of My Complete Care are not consolidated into this financial statement.

Subsequent events were evaluated through November 13, 2009, the date these financial statements were issued.

 
8

 

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements: No Assurances Intended

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of InoLife Technologies, Inc. (Formerly NexxNow, Inc.)  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Results of Operations
 
Due to our lack of funds, our operations are very limited.  As a result, we realized no revenue during the six months ended September 30, 2009.  Likewise we realized no revenue during the six months ended September 30, 2008.

Our largest expense in the six months ended September 30, 2009 was professional services, which totaled $18,109 in the recent period and $77,924 in the six months ended September 30, 2008.  Our business activities during the six months ended September 30, 2009 resulted in $37,057 in expenses. We realized a net income of $9,953 for the six months ended September 30, 2009, compared to a net loss of $667,203 for the six months ended September 30, 2008.

Liquidity and Capital Resources
 
Since we initiated our current business in 2004, our operations have been funded primarily by the private sale of equity and debt to investors.  During the six months ended September 30, 2009, our operations were funded by loans from shareholders in the amount of $42,200.  Through September 30, 2009, however, we had used virtually all of those funds for our operations.
 
When the quarter ended on September 30, 2009, our balance sheet showed a working capital deficit of $252,047, primarily consisting of loans payable to stockholders and accounts payable.  We currently have very little cash on hand and no other liquid assets.  Therefore, in order to carry on our business, we must obtain additional capital.
 
We continue to actively seek investment capital.  At the present time, however, no one has committed to provide us any additional funds.

 
9

 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

Impact of Accounting Pronouncements
 
There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.  There were no recent accounting pronouncements that are likely to have a material effect on the Company’s financial position or results of operations.

Plan of Operation

The plan of operation of InoLife Technologies, Inc. (the “Company”) for the next twelve months is centered around two main goals.
 
First, based upon the Company’s recent acquisition of InoVet, Ltd.(“InoVet”), the Company intends to develop business opportunities based upon the body of research already accomplished by InoVet in the area of developing and introducing new treatments and support services that help prevent and treat cancer in companion animals. As such, a prime goal of the Company is to be active in the further development of Bone Marrow Transplantation and other cancer treatment procedures to benefit companion animals (dogs and cats) that are diagnosed with lymphoma, other types of cancers, and other diseases that are currently incurable. As part of its plan, the Company will seek to identify and establish formal working relationships and partnerships with some of the top Veterinary Oncologists and Veterinary Cancer Researchers in the United States.
 
Second, the Company currently intends to identify, develop and market multi-faceted, human diagnostic product lines marketed towards both potential professional medical and retail customers.  The Company currently anticipates that at least some of these product lines will revolve around genetic DNA testing. 
 
The Company currently has limited financial resources available. The Company's continued existence is strongly dependent upon its ability to raise capital and to successfully develop, market and sell its products.  The Company plans to raise working capital through equity and/or debt offerings and future profitable operations.  However, the Company does not presently have any assurances that such additional capital is, or will be available.  There is a limited financial history of operations from which to evaluate our future prospects, including our ability to develop a wide base of customers for our products and services. We may encounter unanticipated problems, expenses and delays in marketing our products and services and securing additional customers. If we are not successful in developing a broad enough market for our products and services, our ability to generate sufficient revenue to sustain our operations would be adversely affected.

 
10

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Gary Berthold, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of InoLife Technologies, Inc.’s (Formerly NexxNow) disclosure controls and procedures as of September 30, 2009.  Pursuant to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure controls and procedures” means controls and other procedures that are designed to insure that information required to be disclosed by InoLife Technologies, Inc. (Formerly NexxNow) in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commission’s rules.  “Disclosure controls and procedures” include, without limitation, controls and procedures designed to insure that information InoLife Technologies, Inc. (Formerly NexxNow) is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.  In the course of that review, Mr. Berthold identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting.

The material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company.  The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.  In light of this situation, management has considered adding personnel to the company’s bookkeeping and accounting operations.  However, as there has been no instance during fiscal 2009 or fiscal 2010 in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, management determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our limited resources at this time.

Based on his evaluation, Mr. Berthold concluded that InoLife Technologies, Inc.’s (Formerly NexxNow) system of disclosure controls and procedures was not effective as of September 30, 2009 for the purposes described in this paragraph.

 
11

 

Changes in Internal Controls.  There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during InoLife Technologies, Inc.’s (Formerly NexxNow) first fiscal quarter that has materially affected or is reasonably likely to materially affect InoLife Technologies, Inc.’s (Formerly NexxNow) internal control over financial reporting.

This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.

 PART II   -   OTHER INFORMATION

Item 1.  Legal Proceedings.

None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Submission of Matters to a Vote of Security Holders.

None

Item 5.  Other Information.

None

Item 6. Exhibits

31.1 Rule 13a-14(a) Certification – CEO
31.2 Rule 13a-14(a) Certification – CFO
32 Rule 13a-14(b) Certification

 
12

 

SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the undersigned thereunto duly authorized.

INOLIFE TECHNOLOGIES, INC.
   
Date: November 17, 2009
By: 
/s/ Gary Berthold
 
Gary Berthold, Chief Executive Officer

 
13

 
EX-31.1 2 v166430_ex31-1.htm
*       *       *       *       *

EXHIBIT 31.1: Rule 13a-14(a) Certification

I, Gary Berthold, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of InoLife Technologies, Inc. (Formerly NexxNow, Inc.);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this  report;

3.   Based on my knowledge, the consolidated financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this  report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this  report is being prepared;

b)  Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
 

 
 
5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 17,  2009
/s/ Gary Berthold
 
Gary Berthold, Chief Executive Officer
*       *       *       *       *

 
 

 
EX-31.2 3 v166430_ex31-2.htm
EXHIBIT 31.2: Rule 13a-14(a) Certification

I, Jan Kaplan, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of InoLife Technologies, Inc. (Formerly NexxNow, Inc.);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this  report;

3.   Based on my knowledge, the consolidated financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this  report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this  report is being prepared;

b)  Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
 

 
 
a)  All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 17, 2009
/s/ Jan Kaplan
 
Jan Kaplan, Chief Financial Officer

 
 

 
EX-32 4 v166430_ex32.htm
*       *       *       *       *

EXHIBIT 32: Rule 13a-14(b) Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of InoLife Technologies, Inc. (Formerly NexxNow, Inc.) (the “Company”) certify that:
 
1. The Quarterly Report on Form 10-Q of the Company for the period  ended September 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November  17, 2009
/s/ Gary Berthold
 
Gary Berthold (Chief Executive Officer)
   
November 17, 2009
/s/ Jan Kaplan
 
Jan Kaplan (Chief Financial Officer)

 
 

 
-----END PRIVACY-ENHANCED MESSAGE-----